Farewell, Beloved Falco
by EonEvolution
Summary: After the Star Fox team receives a garbled distress signal, Falco Lombardi unexpectedly departs for Titania and uncovers a sinister plot. A novelization of the 2002 Nintendo Power manga and a prequel to Star Fox Adventures. Contains strong language.
1. Chapter 1: Reignition

******DISCLAIMER: All characters, locations, and scenarios are copyrighted by their respective owners.**

**Chapter I  
****Reignition**

Doctor Andross was exiled to Venom nine years ago; he was a genius, the kind that is respected, yet feared. His dangerous experiments were the reason he was feared and it was because of these experiments he was exiled to the desolate planet in the first place. After five years in solitude, his anger and hatred for the Lylat System sparked a short, yet bloody war between his own personal army and the Cornerian Military. However, the war ended when he was killed. He was ultimately defeated by Fox McCloud and his mercenary team, Star Fox. This thrust the Lylat System into an age of peace and prosperity.

Since that day, the Star Fox Team has traveled the system doing all sorts of odd jobs that they paying man asks, from collecting bounties to fighting alongside the Cornerian Army during wartimes. If the team gets paid, they'll do the job, and they'll do it right the first time. However, since the demise of Andross, mercenary work has been getting harder and harder to find, and no work means no money, and no money means things start falling apart.

* * *

Fox McCloud, age twenty-two, is the Star Fox Team leader, and son of founder James McCloud, who died at the hands of Andross four years ago. Fox had always looked exactly like his father: his fur was orange, with the exception of his muzzle, which was white, as was the stripe that ran from his forehead, between his ears and down to the back of his neck. His bright green eyes, however, were inherited by his late mother, whom Fox had never truly known, since she died when he was only two years old. His face held a somewhat nervous expression on this day as he sat on the bridge of the Great Fox, concentrating on the central computer, hoping that it would spring to life and give the team something to do. He wore blue jeans, a black tee-shirt and a blue, button-up shirt, which was left unbuttoned.

Falco Lombardi, age twenty-three, is the Star Fox Team ace pilot, though he would rather be considered the team's badass. His self-involved, uncooperative attitude repeatedly got him in arguments with Fox, but perhaps he was just looking for something to kill the boredom. His history before joining the team had always been a mystery to his teammates, though Fox believed he was part of a renegade group of bandits; Falco rarely talked about his past. He was leaning back in his chair, his legs kicked up on a table he had pulled out for just that purpose. Blue feathers covered his body, except for two red patches around his closed eyes. His yellow beak was open as he snored. He wore a white shirt, a half-buttoned red shirt, and blue jeans.

Slippy Toad, age twenty-two, is the Star Fox Team mechanic. His piloting skills are not the greatest, but if something needs fixing, Slippy Toad can get the job done faster than anyone else. However, things around the Great Fox seemed to be breaking faster than he can repair them, so he usually has his hands full of work. His smooth green skin was offset only by the white patch on his lower jaw. His big blue eyes, which bulged out of the top of his head, watched the shade of his blue jumpsuit. He sat in the corner of the bridge, focusing on his repairs; the jukebox on the bridge was malfunctioning again. Fox bought it with the money from the Venomian Wars; he figured the team deserved a bit of a leisure item.

Peppy Hare, age forty-five, is the Star Fox Team advisor. After he fought in the Venomian Wars, he decided to retire from flying; he now spends mission time on the Great Fox providing tactical advice and battle information. His grey fur countered the white patch over his mouth and nose, which ran up between his ears and down the back of his neck. He wore a pair of khaki pants held up by suspenders, which ran up over his green plaid shirt. A pair or reading glasses rested on his nose and covered his brown eyes. He was usually found collecting data from the ship's status screens on the bridge.

Falco shook himself awake, and looked around; nothing exciting was happening. He stood up and began walking for the door. Fox broke his concentration on the central computer and looked up at Falco and shouted, "Where ya goin' Falco?" But Falco continued without saying a word; he walked out the door. Several minutes later, he re-emerged from the door carrying two small, rectangular boxes, one green, and the other orange. His other hand held a small, one-foot long cord. He began walking straight for Fox and tossed the green box at him, which he caught.

"You want another whippin', eh Falco?" Fox said with a grin on his face.

Falco, still silent, pulled up a chair next to Fox's and sat down. He held the orange box in front of him. A small screen took up the whole top half, while four buttons and a small pad shaped like a cross took up the lower half. Along the top of the box was a small switch.

Falco flipped the switch and the screen lit up and displayed the words, 'Space Boy Video Game System.' Slippy Toad himself had designed and constructed the system from the ground up. Falco attached one end of the cable to a small slot on the side of his system; Fox attached the other to his and flipped the switch on the green system.

Fox watched his screen as it displayed the title of the game, 'Star Wing.' He began a multiplayer match against Falco. Fox and Falco concentrated on the game for a solid ten minutes as they controlled Arwings that flew around and shot at each other. In the end, one ship shot down the other, but it was the green system that displayed the words, 'YOU WIN.'

"Hell yeah!" Fox jumped out of his chair and shouted, "I told you I would wipe the floor with you!"

Falco shouted back, "Hold on! Wait a sec, Fox; that was just a practice round!"

"No, I don't think so. You just got OWNED!" Fox continued to celebrate his skill at piloting a virtual Arwing by jumping around and performing several pelvic thrusts at the air.

"Shut the hell up, Fox. You know that I would shoot your ass down in a real Arwing."

"Yeah, you wish Falco; I've been flying those things since before I was in the academy!"

"What!? You can't even begin to measure up to my sk--"

Falco was cut off by the sound of the central computer ringing. The holographic projector kicked on and displayed the words, 'INCOMING TRANSMISSION' in bright yellow words for the first time in weeks. Everyone on the bridge stopped what they were doing and turned their attention to the computer, that is, everyone except Falco who was had gotten up from his chair and walked over to the window. The computer screen on the far wall kicked on to show nothing but static. "What the hell is this?" Fox asked, "A prank or something? How did we even get a connection like this way out here in the middle of friggin' nowhere anyway?"

Peppy responded, examining the computers, "I don't know Fox, maybe it's legit. It says here the transmission is coming from Titania; it's not too far away from here."

A voice was fighting through the static, a female voice, "Fal…Falc….do you read me? Falco?" His eyes widened at the mention of his name; Falco recognized the voice all too well, but he kept his attention on the window, looking at star far out in the distance. Titania was barely visible.

"Falco?" Fox said inquisitively to no one in particular. "Who would be calling for Falco?"

The screen continued to show nothing but static, but the message continued to fight the through, "Someone, anyone, please help! We're…chased. We won't be able to…much longer. Please…can hear me, send…" The message cut off there.

The bridge lay silent for a moment, wondering how to respond to the transmission, if at all. Falco, still focused on the window began to nod his head, and made a decision. "Fox," he shouted, turning around and marching towards the bridge door, "I'm going on vacation," and without another word, he walked out.

Fox stood at the computer, staring at the bridge door, completely dumbfounded by what had just happened. He eventually spoke up, "…What the hell!?"

Slippy had his head buried in the computer, "Fox," he said with a touch of worry in his voice, "Falco's Arwing just launched out of the hangar; he's headed for Titania."

"I don't like this, Fox." Peppy said, "Falco never had a spotless record; I think he's up to something."

Slippy interjected, "I don't think so, Peppy. I mean, that message sounded pretty legit to me."

"It doesn't matter either way," Fox said, his voice booming, "We're going to Titania."

"What!?" Peppy was surprised to hear Fox's decision. "Fox, you can't be serious."

Fox replied, "I know about Falco's history, and yes, he might be up to something; we ought to figure out what it is, and stop, or help, him if we need to." Fox walked off the bridge saying, "I'll be in my room getting ready."

Peppy stayed at the computer and simply shook his head, "I know we need work, but that just doesn't change the fact that I don't like this…not one bit."

Slippy reassured, "Maybe it's not a problem at all; maybe he just wanted to check it out."

"No, I don't think so; he left too quickly. He's gotta be up to something." Peppy began for the door, "I'll be in my room getting ready too, I guess we'll be landing soon."

"Right, I'll be here then," Slippy said as Peppy walked out of the bridge, "…doing the only thing I do well anymore; fixing things."


	2. Chapter 2: Reunification

**Chapter II  
****Reunification**

Titania: a world covered in a vast, unending desert; known as the red planet due to the massive ion storms that stir up dust into the atmosphere, giving the planet a deep red color from orbit; a ring of asteroids, rock, and debris slowly rotates around the planet. However, despite its near lifeless appearance, the planet, at one time, played host to an ancient civilization. However, the only traces of this civilization, the Goras, were eliminated by Cornerian forces during the Venomian Wars, since they had been hostile. In the four years since then, however, the Cornerian Military has established a number of outposts on the planet in order to research and learn about the ancient history of the planet.

However, there was still a single Goras left on the planet. It stood a good fifty feet off the ground. It resembled something not too different from a skeletal bi-pedal ant. Its four arms swung wildly at the ground, trying its best to hit its adversary; a single female feline. Her fur was a bright shade of pink with a tuft of white hair on her forehead and a similar patch over her muzzle. She wore blue jeans, a yellow low-cut tank top, a black flight jacket and matching knee-high boots. Her eyes radiated a bright blue against the Titanian background. Around her waist was an empty holster. She held a pistol in her hand, a primitive model that shot bullets rather than the standard energy shots that were more commonly used.

The feline did everything to dodge the Goras' attacks. She rolled and ducked and jumped to avoid the ceaseless swiping from the skeletal giant. She aimed her weapon for the creatures' head and fired the entire sixteen round clip, all of which harmlessly ricocheted off its skull, doing no physical damage. The feline, astonished by the effectiveness of her attack, turned and ran for a nearby boulder and hid behind it. She reloaded her weapon and prepared to jump back out when she noticed a torrent of laser fire fly across the sky and collide with the Goras.

The communicator she wore on her wrist sparked to life and broadcast a voice that put a large smile on her face, "Sorry I kept ya waiting!" She looked up to the sky and watched Falco's Arwing fly overhead and pelt the Goras with lasers. He banked the ship to the left and flew out into the distance; the Goras attention was now focused on Falco. The Arwing pulled a u-turn, straightened out and locked onto the giant. He armed his Smart Bombs and pulled the trigger, sending a bomb straight into the creature, detonating into a colossal explosion that engulfed it.

Witnessing the fight, the feline stepped out from behind the rock just in time to see the Arwing fire the Smart Bomb. The resulting explosion kicked up dust and debris. She held up her arms and shielded her eyes as she tried her best to keep her footing. After all the dust settled, she looked around; no sign of the Goras. All that was left in its place was a crater the size of the explosion. Falco brought his Arwing around to the feline's position and landed in the dust. The cockpit visor kicked open and he jumped out, landing in the dirt, still wearing his casual clothing. He walked up to her with a grin on his face and simply said, "It's been a while, huh Katt."

* * *

Peppy's voice rang over the bridge, "We've arrived at Titania," he said with a somewhat sarcastic tone in his voice. Fox was looking out the window as the massive flagship entered the planet's dusty atmosphere and began its descent to the surface. In anticipation of the upcoming events, Fox had changed into his sleeveless green jumpsuit and had tied a red scarf around his neck, the ends of which dangled halfway down his back.

He spoke up, "Alright, locate the nearest Cornerian research facility and take us there; maybe they can help us find him."

Slippy, also looking out the window, asked, "What are they even studying way out here on this desolate rock?"

Peppy was sitting at the computer, his head leaning on his hand over a nearby table. He too had changed into his red jumpsuit. He answered Slippy's question, "After the military fought a renegade Goras here during the war four years ago, they've been studying the ancient ruins trying to learn more about them."

"So four years of research; I wonder how much they've learned." Slippy said, looking back out the window.

Fox turned away from the window and walked over to his chair. He picked up his beige flight jacket and put it on, "That doesn't matter to us right now; all I'm worried about is finding out what Falco's up to; he definitely knew something about that distress call. Just keep heading for the nearest military outpost, which looks like Research Outpost Theta. Lemme know when we get there." At that, Fox walked out of the bridge.

Peppy stood up and walked over to the window. The sun was beginning to rise on the horizon. The light painted the silhouette of a building and dome out in the distance; the Cornerian Military Research Outpost Theta. "Well," he said reluctantly, "I s'pose we oughta get ready to surface."

Fox strode through the bowels of the Great Fox towards the hangar, which doubled as the armory. Along the walls were several cages that held different types of guns and blasters. Not knowing what kind of danger may or may not lie ahead of him, it was always a good idea to go in prepared. He grabbed a holster and attached it to a belt on his jumpsuit. He then reached for a blaster and placed it snuggly in the holster. He walked over to the hangar door controls and punched the button; they immediately began creaking open to reveal the research facility. The Great Fox had begun its landing procedure. Peppy and Slippy soon entered the hangar and grabbed holsters and blasters for themselves.

Fox, Peppy, and Slippy stepped out into the arid terrain of Titania. The sky was painted a brownish shade of red, as was the ground; it was near impossible to tell when the sky turned into the ground.

"This place almost looks too small to be a useful research facility." Peppy commented.

Fox walked up to the doors and banged his fist against the brown metal doors. A rough, voice came over the nearby intercom, "Yes?"

Fox replied, "This is the Star Fox Team. We are requesting an audience with your ranking officer in regards to one of our teammates who has gone missing on the planet."

The doors unlocked and allowed Fox and his team to enter. They were soon greeted by a hound wearing a green military outfit and round sunglasses. "Greetings Star Fox, and welcome to Titania. I am Captain Shears and I am the ranking officer here at Cornerian Research Outpost Theta." He extended his hand as he introduced himself; Fox met it with his own.

"I am Fox McCloud, leader of the Star Fox mercenary team. These are my teammates Peppy Hare and Slippy Toad. We came here looking for our fourth member, Falco Lombardi. He has a bit of a history and we think he might be up to something."

The captain thought for a moment, "Well, we haven't heard of any suspicious activities on the planet, so I'm afraid we can't help you out, but we can look into it for you.

"Thank you, sir." Fox replied and began walking out of the base with his team.

"However," the captain said trying to get Fox's attention, "in return, we hope you might be able to help us out with a little incident we've come across. You will be paid for your time, of course."

Fox and his teammates stopped and turned around. Fox replied to the captain's statement, "I'm listening…"

* * *

"Wait a minute," Falco said, "Let me get this straight; Captain Shears hijacked Andross' old research facility and disguised it as a Cornerian research facility."

"Yep," a soft voice responded.

"And the Hot Rodders are the only ones who know."

"Yep."

The Hot Rodders' flagship was docked about seventy-five yards in front of them. The large, brown ship, about half the size of the Great Fox, looked almost like a zeppelin. Falco Lombardi and Katt Monroe sat on a rock in the middle of the desert. Night had fallen on this side of the planet and the two were relaxing after the battle they had just won.

"What's that Shears guy up to anyway?"

"We think he's trying to build a bio-weapon or something, trying to continue Andross' research and take over the system. If he manages to build something, then there's really no telling what he could do."

"Well, at least you know; maybe we can get rid of him before he becomes a major threat."

"Well, that's the thing; he knows that we know, so he's probably gonna try to get rid of us pretty soon."

"Then we need to attack him before he attacks us."

Katt looked out among the unusually starry sky, "You know…it's been a while since we've talked at all."

"Yeah, so what's your point?"

"It's just…things were so much better then, it was nicer."

Falco let his memory drift back to the time he spent as part of the Hot Rodders. He shot a look at her, "What," he said sarcastically, "it's not nice now?"

Katt returned the look, "Come on, Falco," she said playfully with a giggle in her voice. She looked back out to the sky before asking, "So, you found yourself a girl yet?"

Falco's eyes widened in surprise to Katt's question before he nervously replied, "What?! No! Never have, never will. You should know that better than anyone, babe."

She sighed, "Some things never change, do they?"

"Well, what about you?" Falco eagerly asked, "Anyone special in your life?"

A smile quickly spread across her face, "Well…yeah, there is."

* * *

"I can't believe what I'm hearing!" Peppy shouted.

Slippy stood, dumbfounded, "So, the surviving members of Andross' army are developing a weapon somewhere on the planet, and they're gonna launch an attack on this base?"

Shears replied, "That is correct. They know this facility holds important information and they wish to take it back."

Fox stood silent, with his arms crossed over his chest.

"So," Slippy began, "what're we gonna do?"

Shears walked over to the computer console and brought up a picture of a flagship. It was large, but only about half the size of the Great Fox, colored brown, and the design looked almost like a zeppelin. "This is their flagship, perhaps you could attack it directly; they only have one individual fighter, so it would be difficult for them to retaliate."

Fox then spoke up, "We'll get right on it. I'll go in alone with an Arwing and take it out; it seems easy enough, the ship has no outer offensive measures. Andross' remnants don't stand a chance."

Shears let a grin spread across his face, "Good!"


	3. Chapter 3: Retaliation

**Chapter III  
****Retaliation**

Falco followed Katt into the flagship and up to the bridge; the small room was packed full of ship control computers and the three other members, two of which Falco immediately recognized. "These are the Hot Rodders; you should already know Bowser…" Katt said as she motioned to the large alligator wearing a black leather jacket and matching black jeans. On his head was a helmet with the goggles down over his eyes. He was concentrating heavily on the computer statistics.

"…and Mouser." She then motioned to the mouse sitting in front of the ship's main controls, leaning back and waiting for something to happen. He wore a similar outfit to the alligator, but wore a pair of red sunglasses, and his name was embroidered into the back of his jacket; his appearance alone was a bit menacing. Falco greeted his old teammates as he eyed the third teammate, who he immediately knew was the one Katt liked. He was a cat himself; his fur was a light shade of blue with a tuft of blonde hair on his head. His blue eyes were just as bright as Katt's.

"And who's this guy?" Falco asked.

The cat spun around in his chair and extended his hand to meet Falco's. "The name's Felix." Falco stared at the blue feline, refusing to extend his own hand. Felix recalled his hand, "Alright then."

"Man oh man," Mouser broke the silence, "I never thought Falco Lombardi would ever help us out again."

"Don't get too excited, Mouser, this isn't permanent. I'll help you this time, but I don't work for free; I expect my share when all this is done."

Felix had turned back around in his chair and continued to study the computers, "Of course, Falco. Honestly, I'm just glad you agreed to help in the first place; I was afraid you were gonna leave Katt to die."

Katt looked embarrassed, "Yeah, sorry 'bout that, Falco."

"Wait a minute," Felix said abruptly, "I've got something."

Bowser's booming voice rang over the bridge, "Incoming enemy, it came from the research facility. It's gotta be one of Shears' guys."

"Alright," Felix continued, "I'm jamming its communicators."

Falco, Katt, and Felix all looked out the window to see a ship speeding towards their own flagship. Falco's eyes widened at the sight; an Arwing was speeding towards the flagship with Fox McCloud in the cockpit.

* * *

Fox gripped the controls and sped his Arwing towards the enemy flagship. "I've got Andross' flagship sighted," he said over his radio. The response was merely static. "Peppy, Slippy, come in!" Still only static came out of the speakers. It was then that Fox noticed a small radar dish extended from the flagship. "Dammit! They have a jammer!" Fox sped up to the sensor, unleashed his twin lasers on it, and watched as it fell to the ground in a flaming pile scrap. He continued past the ship towards the back. He was just about to clear the vessel when a ship rocketed out the hangar bay on the back side. Fox was dumbfounded by the sight of the familiar ship. "What the hell; that's an Arwing! That's…FALCO'S ARWING!?"

Falco hit the boosters and sped out into the distance, away from Fox. He pulled a u-turn, straightened out upside down and flew over Fox's Arwing and locked eyes with his friend.

"Yeah, that's Falco alright; what the hell is he doing?"

"I'm keeping you from getting in the way, Fox." Falco responded over Fox's radio.

"WHAT?!"

Falco flew his Arwing out, banked around and began cruising behind Fox's. "Sorry, Fox, but I gotta do this." Falco locked onto Fox's ship and began firing the twin lasers; several collided, shaking the Arwing violently.

"What the…? He's serious about this!" Fox pulled his Arwing into a loop and found himself tailing Falco. "Alright, you son of a bitch, if that's the way you want it…!" Fox flicked the trigger on his control, sending a maelstrom of laser fire careening towards Falco's Arwing, some of them colliding. Falco responded by pulling his Arwing straight up, hit the booster and shot up into the sky.

Fox was expecting his friend to show up behind him, but never did, "Shit, where'd you go? I can't see him!"

"Well that's just too bad Fox, 'cause I can see you perfectly!"

_Of course, _Fox thought, _that clever bastard's hiding in Lylat's glare!_

"SHIT!" Fox shouted as a torrential downpour of laser fire came down on his Arwing. Fox's reflexes kicked in; he immediately threw his Arwing into a barrel roll, deflecting all the lasers. Falco stopped firing as a grin slid across his mouth.

"Ah, predicable Fox; you oughta know the Arwing's most vulnerable right after a barrel roll, and when you come outta that roll, you have no idea where I'm gonna be! Face it Fox, you're no match for me!"

"Wanna bet on that, asshole?" Fox, still spinning in his barrel roll, armed a Smart Bomb and dropped it behind him. He stopped his roll, detonated the bomb and sped his ship up and around the nova blast.

Falco, still speeding towards Fox, saw the explosion, but it was too late to react. "Damn, that explosion is too bright; I can't see him."

This time, Fox's mouth spread into a grin, "Perfect!"

"Dammit, I ate that." Falco's cockpit was sounding off with alarms about his ship's damage.

Fox charged up his lasers and locked onto Falco's Arwing as it emerged, smoking, from the other side of the nova. He began to let his finger off the trigger and fire the shot when his radio sparked on with Slippy's voice, "Fox, stop! His Arwing can't take anymore; you'll kill him!"

Fox relaxed his expression and came to his senses. "You're right, Slippy. Besides, he's retreating anyway. I'm on my way back to the Great Fox." Fox turned his Arwing towards the team's flagship and hit the boosters.


	4. Chapter 4: Revelation

**Chapter IV  
Revelation**

Fox docked his Arwing in the hangar bay of the Great Fox, jumped out and landed on the metal floor. He began for the door when he took one look back to open space where Falco's Arwing should have been. Fox turned back towards the door just in time to watch it open and see Peppy storm in, shouting, "Fox McCloud, you…you…you DUMBASS!"

"Huh, wha--?"

"What the hell were you thinking? Falco is your teammate; he's you friend!"

Fox looked around nervously, "Yeah…well…he started it."

"DON'T GIVE ME THAT BULLSHIT, FOX! I mean for cryin' out loud, what the hell would your father think about all this?!"

Fox was left speechless by Peppy's ranting. Slippy tried to lighten the situation, "Calm down Peppy; at least Fox's Arwing made it out in one piece, but I'm worried about Falco's. I noticed his G-Diffuser was smoking as he flew out; he's not gonna make it very far with his ship in that condition."

* * *

"Dammit," Falco sighed. His Arwing was half buried in the ground due to the crash landing he had endured; the ship was in no condition to fly. He had gotten out of his cockpit and had a toolbox sitting out on the ground as he tried everything he could think of in order to fix his ship. "I've gotta hand it to ya Fox," he said to himself, "you've become a much better pilot since I've know ya." He took a wrench to the ship's interior, trying to find a way to jump start the machine, but to no avail. He stood up, looked to the sky and sighed again, "Or…have I gotten worse?"

* * *

Captain Shears stood in the control room of Research Outpost Theta, staring at the computer screen that had been displaying the recent dogfight. He sarcastically commented, "I can't believe the legendary Fox McCloud failed to destroy the Hot Rodders; I mean, it was simple enough The ship doesn't even have offensive measure." The captain turned to the line of soldiers standing behind him and addressed them, "This is the most crucial stage of our research. If the base is breached now, it could all very well be over. I want you to deploy the Goras again, but send it after Star Fox this time; they're the bigger threat, and I bet they'll be on to us in no time." He chuckled, "Huh, maybe we can get a hold of one of them; a hostage just may be what we need right now."

* * *

"Alright," Peppy said, contemplating the situation, "but what I still don't get is why Falco would come out of one of Andross' ships, I mean, I knew Falco was sketchy, but I would have never labeled him a traitor."

Fox trotted over a nearby staircase in the hangar and sat down. He slipped his flight jacket off, revealing his sleeveless jumpsuit, and threw it towards his Arwing. He turned and said, "Honestly, this whole thing just doesn't make sense. We got Falco coming outta Andross' ships, and Shears sending us after it; I just can't shake the feeling that Shears is up to something."

"Now that you mention it," Slippy added, "That base did seem really calm for a place that was supposed to be in danger."

"Hmm," Peppy thought, "Maybe we ought to investigate a bit on our own."

"Yeah," Fox said, "but how are we gonna get close to the base without Shears knowing?" After thinking for a moment, both Peppy and Fox glanced over at the Landmaster Tank sitting in the hangar. They locked eyes and then glanced over at Slippy.

"What…" Slippy said with a worried look; he knew his teammates were planning something.

"Get a Landmaster ready," Fox said, "You're going in."

"But…but, why do I have to go in?"

Peppy answered, "Because Fox is still recovering from his recent flight, and an Arwing insertion is impossible; we need to use a Landmaster."

"But, why can't you go in?"

"I have no idea how to run that thing."

"It's easy, all you do is--"

"I'm retired, Slippy; I'm too old to pilot something like that."

"Huh, funny how you're so suddenly aware of your age."

"Stop complaining and get ready, Slippy." Fox interrupted.

Slippy turned around and headed for the tank, "Man, I don't like this one bit…" He climbed into the tank and started it up and steered it into place as the hangar doors opened. Slippy punched the controls and began rolling towards the base.

Fox and Peppy emerged on the bridge and began monitoring Slippy's journey. Fox walked over to the window and watched the tank crawl towards the horizon and disappear in the dust. Peppy took a seat at a computer and asked, "Do you think it was a mistake sending Slippy out on his own?"

Fox continued to look out the window, "No, I think he'll do fine. He did fly his own Arwing for a while and he is the most skilled Landmaster pilot we have; he built the tank after all."

"I guess you're…" Peppy was distracted by the holographic projector lighting up a bright yellow color. "Wait a minute; we're getting a transmission from…" His voice trailed off.

"From who, Peppy?"

He hesitated, "It's from Andross' ship!"

"WHAT?!" Fox spun around and shouted, "Get it on the screen, now!"

Peppy punched the controls until the image of Katt and Felix appeared on the main screen.

"FOX McCLOUD! WHAT THE FUCK ARE YOU THINKING?"

"What?! Katt? What the hell are you doing on Andross' ship, and who the hell is the other guy?"

"Wait," Katt said, "what are you talking about 'Andross' ship?' This is my ship!"

Peppy spoke up, "So, you're not part of Andross' army?"

"No, of course not. We're the Hot Rodders, and the name's Felix, by the way."

"Alright then," Fox said, rubbing his eyes, "let's all back up for a second. First of all, what are you guys doing on Titania anyway?"

Katt, surprised by the question, hesitantly began, "Well, you see…"

"Wait!" Felix pulled Katt aside and flipped off the communicator's microphone, "Are you sure you wanna tell him about all this? We still need to find Falco."

Katt thought for a moment, "Yeah, we can tell him. Besides, he's friends with Falco."

"Alright," Felix said, turning the mic back on. He began, "Here's the deal: a while ago, we got a tip that Andross' old research base here was taken over and was doing some high-tech experiments; we think they're trying to build a sort of weapon."

Peppy butted in, "So you guys barged in, stole the data, and were gonna sell it to the highest bidder?"

Felix hesitated, "That's right."

"But Shears caught on to ya."

"Yep."

Peppy thought for a minute, "Alright, that sounds right, but I still don't get something; why would Shears tell us you guys were part of Andross' army? What does he have to hide?"

Fox replied, "He wanted to get hit two birds with one stone; he sent us after the Hot Rodders, hoping we would kill 'em off, and destroying the stolen data in the process. Besides, I bet that bastard has plenty to hide!" He turned to computer, "Have you guys looked at that data yet?"

Felix replied, "No, not yet."

"Well," Fox asked, "would you mind if we took a look at it?"

Katt butted in, "What?! Hell no, not after all we went through to get--"

"Alright!" Felix interrupted, "We'll do it, but…only if you agree to help us out with this."

"Agreed!" Fox said immediately, "Now, let's see what you've got here."

The nearby computer screen lit up and displayed numerous figures and digits outlining the plans the Hot Rodders had stolen. After a solid five minutes of studying, Peppy eventually spoke up, "Huh, that's interesting…"

"What's up, Peppy?" Fox asked.

"The data you guys stole doesn't have anything referencing a weapon."

Felix and Katt were shocked to hear this, "What? Then what's in the file?"

Peppy continued to analyze the data, "Apparently, the file contains the DNA coding for a living being; it's a copy of someone's DNA!"

Fox calmly asked, "What? Who's DNA?"

"Give me second," Peppy said as he punched keys on the computer, "I'll enter the DNA code and the computer will simulate the owner."

Fox waited impatiently as the holographic projector displayed a small brown dot. The dot progressively grew larger until it began to look more like the face of an ape, one that Fox McCloud had known all too well. The eyes were closed, the ears pointed far out from the head, and a bushy white mane framed the face, stretching down into a long beard. Fox's jaw dropped and his eyes widened when he saw the completed specimen; he could barely speak, "No…it…it can't be!"

"It's…ANDROSS!"

The bridge of the Hot Rodder's ship resounded a simultaneous, "WHAT?!"

Katt asked, "So, what exactly does that mean?"

Fox, still shaken from the discovery, answered, "It means that Shears isn't reconstructing Andross' research; they're reconstructing Andross himself!"

Peppy continued, "He must be trying to resurrect him; they wanna bring him back from the dead!"

Fox gritted his teeth before coming to a stunning realization, "Wait a second...shit, Slippy! He can't handle something like that on his own!" He spun towards Peppy, who was still sitting in the chair at the computer, "Peppy, quick! Call him back!"

"I can't get a hold of him! We've lost his signal!"

* * *

"I knew this was a bad idea…" Slippy Toad sat on the cold floor, his arms tied up behind his back. He was locked up in a small room with only a sink and a toilet, with absolutely no way to even use them. "Now what am I supposed to do?"


	5. Chapter 5: Retribution

**Chapter V  
Retribution**

"Alright," Fox said, "Peppy, you got a good look of the base from out there?"

Peppy stood at the window of the Great Fox with a pair of binoculars at his eyes. He responded over the radio to Fox, "Yup, not like the place is moving around. I've got the whole interior mapped out right here for ya; I'm ready when you are!"

Fox was crouching at the exterior of the research facility, blaster in his hands; the Hot Rodders were right behind him. He turned and said, "Remember: stick to the plan."

Felix replied, "Not a problem, Fox."

Bowser hoisted two rocket launchers up onto his shoulders, "One distraction, coming up!"

Felix cocked a machine gun, ready to do his part; the others did the same. "Alright, let's do this!" Fox shouted as he leapt into action. He turned around the corner and shot down the two guards around the door. The Hot Rodders fought off wave after wave of reinforcements that came pouring around the exterior of the building. Fox concentrated his attention on opening the door; he placed two explosive charges.

Katt shouted, "Hurry up and get that door open."

Fox shouted back, "I'm workin' on it!"

"Alright then, let's make some noise!"

Bowser replied, "No problem!" He pulled a grenade out of his pocket and tossed it out into a group of incoming enemies and watched it explode. The blast sent soldiers flying in every direction. At nearly the same time, Fox's explosive went off, blowing the door straight off its hinges.

"Alright," Felix said, "Fox is in!"

Katt shouted, "Way to go." But the celebration was cut short when the ground began rumbling.

"I don't like where this is going," Felix nervously commented. Within seconds, the ground erupted into a shroud of dust and rock, revealing the Goras. "SHIT, it's back!"

"Well," Katt jested, "you can't say this thing's not persistent."

* * *

"Peppy, I'm in!" Fox said. He pressed himself up against a wall, blaster in his hand. He flung himself around the corner; no one in the hall. "Which way do I go?"

"Take the next left!"

Fox darted down the hall turning left, and as he did, he heard someone shout out behind him, "There he is!"

_SHIT!_

"Talk to me, Peppy; where's he at?"  
"His cell oughta be on the right; about another fifty meters in front of you!"

Fox dashed down the hall, spun around and jumped back. He fired his blaster at the soldiers tailing him, hitting both in the shoulders. He rolled out and jumped back up; the cell was directly to his left. He held his blaster up to the keypad and let the shot ring. The pad exploded to a pile of smoke and scrap as the door slid open. Fox was greeted by the familiar voice, "Fox! I knew you'd come get me!"

"Of course, buddy, why wouldn't I?" Fox knelt down and untied the ropes holding Slippy's hands back. "Now all we need to do is get the hell outta here!"

"Over here!" A soldier rounded the corner and started firing on the duo.

"Shit, let's move!" Fox and Slippy darted down the hall, at the end of which was a single, open door. "Quick, get in that room!" Fox spun around and shot out the soldiers chasing them before ducking into the room himself and closing the door.

Slippy collapsed on the floor and let out a sigh of relief as the lights in the room went out, "That was too close. You alright, Fox?"

Still on guard, stuck his blaster into his holster and replied, "Never better." He took a second to look around the room for a light switch. As he was searching, he heard a curious bubbling sound, like water boiling. "You hear that, Slippy?"

"Yeah, I do. I wonder where we are."

Like clockwork, the light flashed on to reveal a large tank in the center of the room full of a viscous liquid, but more enticing was the contents of the tank; it was something that Fox had seen before, and it sent a shiver down his spine. A massive brain and a matching pair of eyes floated in the tank.

"ANDROSS!" Fox shouted, "Holy shit! It's true, it's all true!"

"My my, aren't you just so damn observant." Captain Shears stepped out from behind the tank and walked out into the open. "Do you like him? I'm rather proud of him myself."

Fox pulled out his blaster and aimed it at Shears, "Some research, I should've know you were up to something out here."

"Yes, but it's a shame you won't live to tell anyone about it." Shears reached his arm over his chest and pulled a rapier out of a sheath on his side. He charged for Fox, swung the sword, and cut his blaster right in half. Fox stumbled back, looked at the useless half of a gun, and chucked it aside. Fox, now completely unarmed, watched and waited for Shears' move. Shears spun the rapier in his hand, crouched down and charged Fox with amazing speed. Fox leapt back and rolled out, narrowly dodging Shears' lunge. He stood back up and went back on guard.

Slippy had fled at the sight of Shears and was hiding behind a nearby crate as he watched Fox dodge another few swipes from Shears' rapier, "Man…Fox is in trouble…" Slippy turned his head towards the brain in the tank, "…but I'm the only one who can do anything about this." He poked his head out to make sure the coast was clear; Shears was too busy with Fox to notice Slippy run over to the nearby computer console. "Maybe I can find a way to stop the process…"

"I…I…I AM…"

Slippy turned slowly towards the tank, "Did…did that brain just speak?" The tank was boiling to the point where bubbles had consumed the entire interior; the brain was no longer visible.

"I…I AM…AN…DROSS!"

Slippy was shaking, "This isn't good; the process is progressing!"

"I…AM…ANDROSS!"

Fox strafed to the left to avoid another rushing lunge from Shears' blade. "It's too late, Fox!" Shears taunted, "Soon Andross will be complete…and he will destroy you!" Fox gritted his teeth and made a run for the door.

The bubbles in the tank opened two small holes; two eyes emerged from them and looked around the room before locking on Slippy.

"WHO…ARE…YOU……I DO NOT KNOW YOU, FROG!"

The eyes continued to dart around the room. Slippy looked back at the computer console, "He isn't fully complete yet! His memories aren't complete!" He began furiously punching keys on the console, "Maybe I can find a way to stop it before he reaches full growth! I should at least be able to slow it down." Fox reached the door, punched the controls open, turned around and locked eyes with those in the tank.

"I…KNOW…I KNOW WHO YOU ARE…"

Fox lost his eye contact when Shears tackled him and sent him out the door. Fox stood up and stared at the closed door behind Shears; a shiver fell down his spine when he heard the rampaging voice boom throughout the halls…

"FOX McCLOUD!"

* * *

The Goras reeled back from the impact. The Hot Rodders watched in anticipation, smoke was pouring out of the recently fired rocket launchers on Bowser's shoulders. "Did…did that do it?" he asked aloud. But the monstrosity simply roared its answer.

Katt shouted, "Shit! It's not even hurt!" The beast roared with deafening power.

Mouser squealed, "Let's get outta here while we still can!"

Katt turned and replied, "NO! How's Fox gonna escape if leave him hanging?" She turned back to the monster and tightened her grip on her gun.

Bowser reloaded his launchers, "Man, I wish Falco was here right now."

"Falco…" Katt stared up at the rampaging Goras as her mind drifted off into her memories…

* * *

Flashback six years: Falco was a mere seventeen years old when he decided to leave the Hot Rodders. His appearance hadn't changed much, and neither did his attitude; the only difference was his attire, which was a leather jacket, black jeans, and a red shirt. His back was turned to Katt in anger and frustration. Katt's appearance was no different, except she was much younger, only sixteen.

"So that's it?" Falco shouted, "That's all you want from me?"

Katt pleaded, "What, no! I…"

"You expect me to come running to the rescue every time you get your tail in trouble? Well fuck that!"

Katt was left speechless by Falco's words.

He grunted, "I'm just sick and tired of you pretending that I'm your little lovebird, ya know? I mean seriously, Katt, grow the hell up and get some damn common sense!" He began towards his bulky ship, climbed in. He looked back towards Katt one last time; she had tears running down from her eyes. "You're a big girl, Katt; you can handle shit yourself." Falco powered up the ship and turned away.

"You don't need me anymore…"

* * *

The words echoed in her ear as if they were spoken right next to her just seconds earlier. She stood motionless as Bowser and Mouser cowered behind her; Felix stood at her side with worry on his face.

Felix asked, "Katt, come on, we need to move!"

Katt's expression hardened, and her brow furrowed, "You guys go on without me!"

Her team resounded with a simultaneous, "WHAT?!"

"I'll handle this myself!" Her face donned a much more determined look.

Felix put on a grin and chuckled, "You were always a hotheaded girl."

"You're not stopping me, Felix."

Bowser and Mouser walked up to their team, "And we're not leaving you behind, Katt!"

"Still just as stubborn as always, huh Katt!" The familiar voice resonated from her wrist communicator as an Arwing appeared on the horizon with Falco in the pilot seat. "Leave this bug to me!"

"Falco!" Katt was ecstatic to see the ship speed towards the Goras. Falco pelted the monster with his twin lasers. The beast groaned in pain as Falco flew past it. He armed his Smart Bomb systems, pulled a u-turn and prepared to make a second pass. The beast was anticipating attack; it opened its mouth and at the opening, a small blue light was forming, growing by the second. Felix noticed the happening, "It's charging up an energy attack!" Falco was not intimidated; he kept his Arwing on track, aiming straight for the beast as it unleashed its attack.

Katt screamed as the attack careened towards Falco's Arwing, "NO, FALCO!"

His voice responded on the communicator, "I'm…still…here, Katt, don't start screaming yet!"

Falco's Arwing collided with the blast, deflecting it into the skies harmlessly. The Hot Rodders were left utterly astounded. Bowser commented, "Oh, I see what he did there! He's using the ship's shields to deflect the attack; that's why he's not shooting at it anymore! All his ship's energy is piled into the shields."

Felix watched in awe, "Man, that guy is some kind of daredevil!"

Falco's Arwing was still flying after the beam dissipated. The shields were no longer functional, but that didn't matter much to Falco; he launched three Smart Bombs at the beast, one hitting the chest, one hitting the forehead, and the last exploding in the creature's open mouth. The resulting blasts caused the creature to reel back sheer pain.

"Oh crap," Bowser shouted, "it's comin' down! MOVE!"

Mouser and Bowser turned and ran, but Felix stopped when he noticed Katt was motionless. "KATT!" He shouted and dashed in her direction, lunged out and tackled her; the pair hit the ground at the same time as the Goras did, but they were safely away from the collision. When the dust settled, Felix opened his eyes to see Katt lying motionless next to him. Her grabbed her shoulder and shook her, but there was no response. "Come on girl, wake up!" Felix picked her up and carried her away from the corpse of the defeated Goras. He laid her down next to her other two teammates and tried shaking her awake again, "Come on Katt, don't do this to me!"

Felix's heart skipped a beat when a smile spread across her mouth. Her eyes soon peeled open and looked deeply into Felix's bright blue eyes and replied in a sweet, soft voice, "Hey" The skin beneath the pink fur on her cheeks darkened to a bright red. Felix returned the look, pulled her into his arms with a smitten smile on his face. Their eyes met once again before Felix leaned in and locked lips with her.

The Arwing circled around the impact site as Falco made sure everyone was safe. He watched Katt and Felix and let a smile glide across his face and chuckled, "Now you've got someone else to look after ya, girl. You really don't need me around anymore," he said to himself before landing his Arwing out into the distance.


	6. Chapter 6: Resurrection

**Chapter VI  
Resurrection**

Fox dodged yet another rushing lunge from Shears' rapier. Still unarmed, all he could do is dodge the attacks until he found a way to retaliate. His jumpsuit had several cuts and was seeping blood from where he wasn't fast enough. Shears had been chasing him up and down the halls of the facility, but had finally cornered Fox in a dead end; the only way out was a pair of wooden double doors. Shears began chuckling; he knew he had Fox cornered. "Now I'm gonna do what Andross failed to do four years ago!" He jump up and did a spin kick, which landed square on Fox's chest, sending him crashing through the doors, destroying them in the process.

The room must have been Shears' office; the walls were decorated with awards and medals. Whether they were legitimate was something Fox would never know. However, one display caught his full attention; on the wall hung a plaque that displayed two crossed rapiers, similar to the one Shears was already wielding.

"How much longer do you think you can run away?" Shears taunted, "There's nowhere to run to from here!" Shears approached Fox as he still lay on the ground. "It's about time we finished this off, don't you think so?"

Fox jumped up, grabbed one of the rapiers off the plaque and held it out in an offensive stance; it was clear he knew how to use it. He taunted Shears, "I'm ready when you are, asshole! Go ahead, make a move!"

"Don't mind if I do!" Shears did yet another rushing lunge, something Fox was an expert at dodging by this point. He swiped the captain's sword down with his own and stepped aside from the lunge. The captain regained his stance and slashed at Fox, hitting nothing but air. The captain held the blade above his head and brought it down over Fox with two hands. Fox anticipated the attack, held his blade up and blocked it, sending Shears back a few feet with the recoil. Fox responded with an attack of his own; he thrust towards the captain as he turned around, but was stopped when the point of his blade hit the flat side of Shears'.

"Nice try, Fox!" But his victory was cut tremendously short when his blade snapped in half. The impact from Fox's thrust had fractured the metal; Shears was now holding only half a sword. He tossed the useless piece aside and took several steps back.

* * *

Slippy, still in the experimentation room, furiously punched keys on the console trying to slow down the growth process of Andross. The bubbles in the tank had begun to recede, revealing the overgrown, mutated head of the once dead scientist. He continued his enraged shouting. "Fox! I remember that last instant…on Venom…the moment you defeated me…" The ape's teeth were gritting at the mere thought of his nemesis, and his shouting was causing the glass tank to crack.

Slippy moaned in discomfort, "It's no use…I can't seem to stop his growth rate. I don't get it…why is he growing so fast?"

Andross continued his ranting, "I…hate…you, Fox McCloud……I HATE YOU!" The glass tank was now fully fractured in multiple places. Fluid was seeping out from the cracks, and with one final shout, the tank exploded into a rain of glass and water.

"I WILL DESTROY YOU, FOX McCLOUD!"

The mutated head of Andross floated out of the tank and towards the door. He was far too large to fit through the small opening, but that didn't stop his rampage; he tore a hole in the wall as large as himself and passed through. Slippy was soaked in the viscous fluid contents of the tank. He tried to move, but the fluid was just too thick. He cried out loud, "Oh, this is bad…I need…to warn Fox!"

* * *

"Looks like you're done for, Shears!" Fox said as he approached the captain, the point of his blade at his chest. "It's over; I'll be taking you back to Corneria, they can deal with you there."

"Oh I don't think so, Fox. We haven't finished quite yet!" The captain jump kicked the blade away from his chest, and pulled a pistol out from a holster he had concealed in his coat and aimed the barrel at Fox's chest. "Drop the sword, boy!" Fox spun the sword around and thrust it into the ground next to him. "Now say goodbye, McCloud," Shears taunted one last time as he began to squeeze the trigger; all Fox heard was a loud crash from what he believed to be the gun.

Instead, the walls of the room came crumbling down, catching both Shears and Fox completely off guard. After the smoke and debris settled, Fox looked towards the gaping hole in the wall and saw the face of his most hated, and feared, nemesis. His deafening voice boomed through the room, cracking the glass frames hung on the wall, "FOX McCLOUD!"

Fox only replied with a nervously surprised voice, "Andross?!"

"YOU MISERABLE PIECE OF SHIT! I'LL KILL YOU!" The ape opened his mouth and began inhaling, taking everything in the room with him: pictures, desks, papers, even Captain Shears who was screaming all the way. Fox took a stance and did everything he could to keep himself from losing his grip on the floor. That's when he noticed the rapier he had thrust into the ground just minutes earlier. He picked it up and held it like a dart, and aimed for the monstrosity's uvula, but he changed his aim when he saw both off Andross' eyes wide open. With all of his strength, he threw the blade directly into his adversary's left eye. Andross screamed out in pain, but reeled back with even more hatred in his expression than Fox had ever seen before.

_Now what? _Fox though helplessly. But just seconds later, the wall behind him burst open and crumbled down revealing a Landmaster Tank, the very same Slippy had piloted to the base.

"Fox, get in!" Slippy sounded off from the tank's interior. Fox reflexively darted for the tank and hopped in the open hatch on the top.

"GET BACK HERE McCLOUD; I'M NOT FINISHED WITH YOU YET!"

"I got the wheel, Slippy; get out and run!"

"But…Fox!"

"I SAID GO!" Fox shouted and sat at the controls. Slippy climbed out and ran out the hole he had just created with the tank. "Let's finish this, you son of a bitch!" He flicked the switch and armed the Smart Bombs and aimed for Andross' open mouth; he had begun inhaling again, trying to ingest the tank altogether. But Fox responded first; he fired three Smart Bombs directly down the throat of his nemesis, each detonating into a massive nova blast that consumed the mutated head of Andross, the Landmaster, and the entire research facility.

* * *

Peppy watched from the Great Fox as the research facility collapsed upon itself, and he wondered only one thing, "Fox!" He shouted over the radio, but to no response. "Are you alright? Come in Fox!"


	7. Chapter 7: Recuperation

**Chapter VII  
Recuperation**

The Hot Rodders and Falco Lombardi watched the facility crumble in front of them. Slippy was running away from the doomed facility and met up with the team. Felix asked the question everyone was thinking, "So…where's Fox?"

Slippy, exhausted from the run and tears in his eyes, cried, "He stayed behind and killed Andross."

"Wh-huh?" Falco was dumbfounded, "Andross?!"

"Yeah," Katt said, "turns out that Shears was trying to revive Andross."

Felix continued, "Well, that base is falling to pieces and there's no sign of the maniac yet, so I'd say that Fox did the job alright."

"Yeah, but he's still in there!" Katt said.

"Wait!" Bowser exclaimed and pointed at the demolished facility. "Look there!" In the sky above the broken building was a speck in the sky; the Landmaster Tank had its hover-jets engaged as it ascended from the rubble. The jest cut off and the tank fell to the ground with a crash. The machine was in terrible shape: the main cannon had broken in half, three wheels were missing and the glass visor had shattered. Fox climbed out from the hole where the visor had been, he was just as battered and bruised as the tank itself was.

Katt ran out and threw her arms around Fox shouting in the process, "You did it!" She backed up as the rest of the team approached the wrecked tank and gathered all around Fox, congratulating him in celebration. But had another plan on his mind. He pushed his way through the crowd and towards Falco, who was prepping his Arwing for takeoff.

"Hey Fox," he said without even turning his head.

"Hey Falco."

"Looks like you were able to get shit done without me for once."

"Yeah, looks that way."

Falco turned around, "So…I hope you won't mind if I go it alone for a while…"

Fox pleaded with his friend, "Look, Falco about that dog fight--"

"Fox, it's not about the fight; I know what you were trying to do, and you know me. I just wanna do things my own way for a little bit; get a little excitement back in my life."

Fox hesitantly grinned, "Alright, bud."

Falco walked up to his friend and threw his hand out, "I'm sure we'll meet again, Fox."

Fox met his hand, "Yeah, I know we will."

Falco turned around and started for his Arwing, but he stopped before climbing in, "Oh, and one more thing," Falco said, spinning around once more, "Katt!" Katt raised her head and stared at her oldest friend, "Girl...you need to get outta the business…before something bad happens to ya." He climbed into the ship, powered it on, and looked out one last time, "Until next time, Foxie. See ya 'round!" His visor closed, the landing gear retracted, and the Arwing boosted out into the sky.

Katt and Felix walked up next to Fox and watched the sky alongside him, "I guess Falco's never gonna change, huh?" Felix commented.

Fox solemnly replied, "Yeah…looks like it; he's gonna fly around the system until the day he dies I bet."

Fox and Katt watched as Falco's Arwing disappeared on the Titanian horizon. Katt stepped forward with a tear forming in her eye. "Falco..." she said in a soft, quiet voice. Felix stepped up and put his arm around her and pulled her in close and looked out into the distance with her. She tilted her head and rested it on his shoulder.

"…Thank you."


End file.
